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d. This Agreement represents the entire understanding of the <br /> City and Nunez as to those matters contained herein, and no prior oral or written <br /> understanding shall be of any force or effect with respect to those matters covered by this <br /> Agreement. Except as specifically authorized by this Agreement, this Agreement may not <br /> be modified, altered or amended, except in writing approved by the City Council at a <br /> regular public meeting and Nunez, and signed by the Mayor and Nunez. <br /> e. Nunez is expected to conform to the ICMA Code of Ethics. <br /> Nunez shall not engage in any business or transaction, or have a financial or other <br /> personal interest or association, direct or indirect, that is in conflict with the proper <br /> discharge of his official duties or that would tend to impair the independence of his <br /> judgment or action in the performance of his official duties. Nunez shall also be subject <br /> to the conflict of interest provisions of the Government Code of the State of California, the <br /> City's Municipal Code, and any other conflict of interest regulations applicable to Nunez's <br /> employment with the City. <br /> f. This Agreement shall be construed in accordance with the <br /> laws of the State of California and the parties agree that venue shall be in the state court <br /> in the County of Orange, California. <br /> g. Nunez acknowledges that he has had the opportunity to <br /> consult legal counsel in regard to this Agreement, that he has read and understands this <br /> Agreement, that he is fully aware of its legal effect, and that he has entered into it freely <br /> and voluntarily and based on his own judgment and not on any representations or <br /> promises other than those contained in the Agreement. <br /> IN WITNESS WHEREOF, the City and Nunez have executed this Agreement as <br /> of the day and year first above written. <br /> NUNEZ <br /> ALVARO NUNEZ <br />